Common use of Voting With Respect to Related Entity Transactions Clause in Contracts

Voting With Respect to Related Entity Transactions. (a) Notwithstanding anything to the contrary in this Shareholders’ Agreement, no action shall be taken by the Company with respect to the Company’s entry into, termination, exercise, amendment, modification, variation, waiver, compromise, assertion, or enforcement of any material claim, right, term, or obligation under, or with respect to any Related Entity Transaction (other than: (i) in connection with the undertakings set out in Section 7(e)(ii) (Material Expansions of the Project); (ii) in connection with any claim or potential claim concerning a matter which is the subject of the releases and indemnities in Section 6.3(b) (Contribution of Development Costs); and (iii) in respect of a Related Entity Transaction for which both Founding Shareholders are Related Shareholders), without the approval of the Board in accordance with this Section 8.7 (a “Related Entity Resolution”). (b) Prior to voting on any Related Entity Resolution, the Directors nominated by the relevant Related Shareholder shall identify themselves to the other Directors. If a Related Entity Resolution is not approved by the Board pursuant to the initial vote of the Board in accordance with Section 8.6 (Board Action in General), then after a period of at least fourteen (14) days from such initial vote, the Directors nominated by the Founding Shareholder that is not the Related Shareholder may convene a further Board meeting to resolve such matter. The Directors nominated by the relevant Related Shareholder may attend such further Board meeting but shall not be entitled to vote on the Related Entity Resolution. However, the unanimous vote of the Directors entitled to vote on such matter shall be required for the Related Entity Resolution to be approved and, notwithstanding Sections 8.3(a) (Quorum, Telephonic Meetings) and 8.6 (Board Action in General), the participation in person or by Proxy of each of the Directors nominated by each Shareholder other than the Related Shareholder shall constitute a quorum for any vote with respect to such action.

Voting With Respect to Related Entity Transactions. (a) Notwithstanding anything to the contrary in this Shareholders’ Agreement, no action shall be taken by the Company with respect to the Company’s entry into, termination, exercise, amendment, modification, variation, waiver, compromise, assertion, or enforcement of any material claim, right, term, or obligation under, or with respect to any Related Entity Transaction (other than: (i) in connection with the undertakings set out in Section 7(e)(ii) (Material Expansions of the Project); (ii) in connection with any claim or potential claim concerning a matter which is the subject of the releases and indemnities in Section 6.3(b) (Contribution of Development Costs); and[***] (iii) in respect of a Related Entity Transaction for which both Founding Shareholders are Related Shareholders), without the approval of the Board in accordance with this Section 8.7 (a “Related Entity Resolution”). (b) Prior to voting on any Related Entity Resolution, the Directors nominated by the relevant Related Shareholder shall identify themselves to the other Directors. If a Related Entity Resolution is not approved by the Board pursuant to the initial vote of the Board in accordance with Section 8.6 (Board Action in General), then after a period of at least fourteen (14) days from such initial vote, the Directors nominated by the Founding Shareholder that is not the Related Shareholder may convene a further Board meeting to resolve such matter. The Directors nominated by the relevant Related Shareholder may attend such further Board meeting but shall not be entitled to vote on the Related Entity Resolution. However, the unanimous vote of the Directors entitled to vote on such matter shall be required for the Related Entity Resolution to be approved and, notwithstanding Sections 8.3(a) (Quorum, Telephonic Meetings) and 8.6 (Board Action in General), the participation in person or by Proxy of each of the Directors nominated by each Shareholder other than the Related Shareholder shall constitute a quorum for any vote with respect to such action.

Voting With Respect to Related Entity Transactions. (a) Notwithstanding anything to the contrary in this Shareholders’ Agreement, no action shall be taken by the Company with respect to the Company’s entry into, termination, exercise, amendment, modification, variation, waiver, compromise, assertion, or enforcement of any material claim, right, term, or obligation under, or with respect to any Related Entity Transaction (other than: (i) in connection with the undertakings set out in Section 7(e)(ii) (Material Expansions of the Project); (ii) in connection with any claim or potential claim concerning a matter which is the subject of the releases and indemnities in Section 6.3(b) (Contribution of Development Costs); and (iii) in respect of a Related Entity Transaction for which both Founding Shareholders are Related Shareholders), without the approval of the Board in accordance with this Section 8.7 (a “Related Entity Resolution”)., (b) Prior to voting on any Related Entity Resolution, the Directors nominated by the relevant Related Shareholder shall identify themselves to the other Directors. If a Related Entity Resolution is not approved by the Board pursuant to the initial vote of the Board in accordance with Section 8.6 (Board Action in General), then after a period of at least fourteen (14) days from such initial vote, the Directors nominated by the Founding Shareholder that is not the Related Shareholder may convene a further Board meeting to resolve such matter. The Directors nominated by the relevant Related Shareholder may attend such further Board meeting but shall not be entitled to vote on the Related Entity Resolution. However, the unanimous vote of the Directors entitled to vote on such matter shall be required for the Related Entity Resolution to be approved and, notwithstanding Sections 8.3(a) (Quorum, Telephonic Meetings) and 8.6 (Board Action in General), the participation in person or by Proxy of each of the Directors nominated by each Shareholder other than the Related Shareholder shall constitute a quorum for any vote with respect to such action.. - 49 -